Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that:
(a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act");
(b) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company;
(c) it has received and read the Report and has evaluated the risks of investing in the Company;
(d) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Report or such other information as it desired in order to evaluate its investment;
(e) in making its decision to purchase the Preferred Stock herein subscribed for, it has relied solely upon the Report, the representations, warranties, agreements, under- takings and acknowledgments of the Company in this Agreement and independent investigations made by it;
(f) it understands that an investment in the Company involves certain risks and it has taken full cognizance of and understands such risks, including those set forth in the Report;
(g) it understands that neither the Preferred Stock nor the shares of Common Stock of the Company, par value $.01 per share, into which the Preferred Stock is convertible (the "Common Stock") has been registered under the Act, and agrees that neither the Preferred Stock nor the Common Stock may be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Act and subject to the terms of this Subscription Agreement;
(h) it understands that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Preferred Stock;
(i) the Preferred Stock herein subscribed for is being acquired by it in good faith solely for its own account, for investment purposes and not with a view to subdivision, distribution or resale. It will not sell or otherwise dispose of any shares of the Preferred Stock or Common Stock, as the case may be, unless:
i) it shall have advised the Company in writing that it intends to dispose of such shares of Preferred Stock or Common Stock, as the case may be, in a manner to be described in such advice, and counsel reasonably acceptable to the Company shall have delivered to th...
Representations and Warranties by Investor. The Investor, represents, warrants and covenants to the Company and the Selling Shareholders, as of the date hereof and each of the Initial Closing and the Second Closing hereunder, as to and in respect of itself that:
Representations and Warranties by Investor. Investor hereby represents and warrants to Camber as of the Agreement Date as follows:
Representations and Warranties by Investor. Investor hereby represents and warrants to the Company as follows:
Representations and Warranties by Investor. Investor represents and warrants to Company as of the date of this Agreement as follows:
Representations and Warranties by Investor. Investor, by its acceptance of this Agreement, represents and warrants to Company as follows:
a. Investor is acquiring the Securities for its own account and not with a view towards distribution.
b. Investor is an “accredited investor” within the definition contained in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). Investor has adequate net worth and means of providing for its current needs and contingencies and is able to sustain a complete loss of the investment in the Securities purchase, and has no need for liquidity in such investment. Investor, itself or through its officers, employees or agents, has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment such as an investment in the Securities, and Investor, either alone or through its officers, employees or agents, has evaluated the merits and risks of the investment in the Securities.
c. Investor acknowledges and agrees that it is purchasing the Securities hereunder based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to the Company.
d. Investor has no contract, arrangement or understanding with any broker, finder, investment bank, financial intermediary or similar agent with respect to any of the transactions contemplated by this Agreement.
Representations and Warranties by Investor. Investor represents and warrants to Company as of the Closing Date as follows:
Representations and Warranties by Investor. Investor represents and warrants to the Company as of the time of issuance of each Note as follows:
Representations and Warranties by Investor. Each Investor represents and warrants severally and not jointly, to the Company as of the time of issuance of the Series B Shares, Series B Warrants and, if applicable, Exchange Warrants as follows:
Representations and Warranties by Investor. The Investor hereby represents and warrants to the Company that:
(a) it is an "accredited investor" as that term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Act");
(b) it has the requisite knowledge and experience in financial and business matters through its managers to be capable of evaluating the merits and risks of an investment in the Company;
(c) it has received and read the Reports and has evaluated the risks of investing in the Company;
(d) it has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the Reports or such other information as it desired in order to evaluate its investment;
(e) in making the decision to purchase the Securities herein subscribed for, it has relied solely upon the Reports, the representations, warranties, agreements, undertakings and acknowledgments of the Company in this Subscription Agreement and independent investigations made by such Member;
